V-App Software License Agreement

This V-App Software License Agreement (“Agreement”) outlines the terms for using the V-App software. By using the V-App software: (a) you acknowledge that you have read, understood, and agree to be legally bound by this Agreement, either personally or on behalf of the entity you represent; and (b) you confirm that you have the authority to bind that entity (if applicable). By placing an order for the V-App software, you and the entity you represent (if any) agree to comply with this Agreement. 

In this Agreement, “V-App” refers to V-App srl, headquartered at Via G. Leopardi 96, 95127 Catania, Italy; and “Customer” refers to the company, government, or other entity on whose behalf you are acting, or, if no such entity exists, to you as an individual.

1. DEFINITIONS.  Any capitalized terms not defined within this Agreement are provided in Exhibit A.

2. LICENSE TERMS.

2.1 License Grant. Provided the Customer complies with this Agreement and pays all required fees on time, V-App grants the Customer a non-exclusive, global, non-transferable, non-sublicensable license for the Applicable Term to: 

2.1.1 Utilize the Purchased Software within the Licensed Capacity exclusively for the Customer’s Internal Business Purposes; 

2.1.2 Utilize the Evaluation Software (if provided) within the Licensed Capacity solely to assess whether to purchase a commercial license for the Software; 

2.1.3 Utilize the Test and Development Software (if provided) within the Licensed Capacity on a non-production system for non-production purposes, including product migration testing, pre-production staging, or testing new data sources, types, or use cases. The Test and Development Software must not be used for revenue generation, commercial activity, or any other productive business purpose; 

2.1.4 Utilize the Free Software within the Licensed Capacity solely for the Customer’s Internal Business Purposes; 

2.1.5 Utilize subscribed content from a Content Subscription exclusively with the designated Purchased Software and solely for the Customer’s Internal Business Purposes. This license will be valid for the subscription period specified in the Order. This content will be considered Purchased Software under this Agreement, except the warranty in Section 9 will not apply. 

2.2 Open Source Software. Some Software may include Open Source Software as detailed in the end user documentation. Open Source Software that is integrated into the Purchased Software and cannot be removed or used separately is covered by the same warranty, support, and indemnification provisions as the Purchased Software. The Customer acknowledges that the use of Open Source Software may be subject to specific terms set by its licensors. These terms will be outlined in the documentation but will not: (a) impose any further limitations on the Customer’s use of the Software, or (b) alter or reduce V-App’s obligations regarding the Purchased Software. 

2.3 License Restrictions. Unless explicitly permitted by V-App, the Customer is not allowed to, and has no rights to: (a) copy any V-App Materials (except as necessary to operate the Software and for reasonable backup purposes); (b) modify, adapt, or create derivative works of any V-App Materials; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose, or otherwise provide any V-App Materials (including V-App license keys) to any third party; (d) decompile, disassemble, or reverse-engineer any V-App Materials, or attempt to discern any source code, algorithms, methods, or techniques in any V-App Materials, except as explicitly allowed by applicable law despite a contractual prohibition; (e) access or use any Disabled Materials; (f) share with any third party the results of any benchmark tests or other evaluations of any V-App Materials without V-App’s prior written consent; (g) try to disable or bypass any license key or other technological mechanisms designed to prevent, limit, or control use or copying of, or access to, any V-App Materials or Disabled Materials; (h) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends, or symbols from any V-App Materials; (i) exceed the Licensed Capacity or violate other license limitations outlined in Exhibit B or elsewhere in this Agreement; (j) use any features and functionalities of the V-App Materials separately with external applications or code not provided by V-App or any data not processed by the Software, except as specifically permitted in the user documentation; (k) misuse the Software or use the Software for any illegal, harmful, fraudulent, or offensive purposes; (l) use any V-App Materials except as explicitly authorized in this Agreement; or (m) assist or encourage any third party to engage in any of the foregoing actions. The Software may be configured to display warnings, reduce functionality, or cease functioning if unauthorized or improper use is detected, including if the Term expires or the Licensed Capacity is exceeded. 

2.4 Limitations. Despite any other provisions in this Agreement, V-App does not provide maintenance, support, warranties, or indemnification for Evaluation Software, Test and Development Software, or Free Software.

3. SERVICE PROVIDERS. The Customer may allow its Service Providers to use the Software exclusively on the Customer’s behalf and for the purpose of providing services to the Customer, subject to the terms of this Agreement. The Customer is jointly responsible for any actions taken by Service Providers concerning the Software. To clarify, the combined use of the Software by the Customer and all Service Providers must not exceed the Licensed Capacity, and nothing in this section 3 is intended to increase the Licensed Capacity.

4. OWNERSHIP.  V-App, along with its suppliers and licensors, retains all worldwide rights, titles, and interests in the V-App Materials, including all related Intellectual Property Rights. Except for the licenses explicitly granted in section 2, the Customer will not acquire any rights, titles, or interests in any V-App Materials or related Intellectual Property Rights, whether by implication, operation of law, or otherwise. The Software is licensed, not sold, to the Customer. If the Customer provides any Feedback, they grant V-App a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid-up right and license to use and commercially exploit the Feedback in any manner V-App sees fit.

5. LICENSE AND SUBSCRIPTION FEES. The Customer will pay all License Fees and Content Subscription fees specified in the Order (collectively the “Fees”) within 30 days of the date of V-App’s invoice. V-App may terminate this Agreement and all licenses granted under it if the Customer fails to pay the Fees when due. All Fees are non-refundable once paid.

6. MAINTENANCE AND SUPPORT. V-App will provide the maintenance and support specified in the Order (the “Support Services”) according to the terms outlined in Exhibit C.

7. CONFIGURATION SERVICES.  V-App will provide deployment, usage assistance, configuration, and training services (if any) listed in the Order (the “Professional Services”), subject to the Customer’s payment of applicable fees. These services will be provided according to V-App’s standard professional services terms and conditions available at https://www.v-app.io, which are incorporated by reference and form part of this Agreement.

8. WARRANTY.  V-App warrants that for 30 days from the Delivery of Purchased Software, the Software will perform the material functions described in V-App’s user documentation when used as directed. V-App’s sole liability, and the Customer’s exclusive remedy, for any failure to conform to this warranty is, at V-App’s discretion, to: (a) modify or enhance the Software to meet the warranty, (b) replace the Software with a conforming version, or (c) terminate the license for the non-conforming Software and refund the License Fees paid for it. Warranty claims must be made in writing before the warranty period expires. V-App also warrants that it has the authority to enter into this Agreement and that, at the time of Delivery, the Software is free of Viruses. If the Software contains a Virus, V-App will help repair or replace it. Features ensuring compliance with section 2 are not considered a Virus.

9. WARRANTY DISCLAIMER. Except as expressly stated in section 8, all V-App Materials, Open Source Software, Third Party Content, Support Services, and Professional Services are provided “AS IS” without warranties, express or implied. To the fullest extent permitted by law, V-App and its suppliers and licensors disclaim all warranties not expressly stated in section 9, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, noninfringement, and any warranties arising from a course of dealing or usage of trade. V-App does not guarantee that the Software or V-App Materials will be uninterrupted, error-free, secure, or that all defects will be corrected.

10. LIMITATION OF LIABILITY. Except for breaches of section 2, indemnification obligations, or cases of gross negligence or willful misconduct, neither party nor their affiliates will be liable for any special, indirect, incidental, consequential, or punitive damages related to this Agreement. This includes damages arising from loss of use, data, profits, revenue, business interruption, or the cost of substitute software or services, regardless of the liability theory (contract, indemnification, warranty, tort, including negligence, or strict liability). The total cumulative liability of either party and their affiliates related to this Agreement will not exceed the amount paid by the Customer to V-App for the Purchased Software in the 12 months preceding the event that triggered the liability, even if advised of the potential for such damages. The Customer is solely responsible for the accuracy, quality, and security of their data, maintaining backups, and ensuring the security and integrity of their (and their Service Provider’s) data, computers, networks, and systems, including protection against viruses and malware

11. INDEMNITY. V-App will defend and indemnify the Customer against any third-party claims alleging that the Purchased Software infringes or misappropriates the third party’s Intellectual Property Rights (“Claim”). V-App will cover all damages awarded by a competent court as a result of the Claim, subject to the terms of this Agreement. However, V-App will not indemnify the Customer for: (a) use of the Purchased Software outside the scope of this Agreement or contrary to V-App’s user documentation; (b) modifications to the V-App Materials by anyone other than V-App; (c) combination of the Software with hardware, software not made by V-App, or third-party services, processes, or materials that cause the infringement; (d) continued use of the Purchased Software or infringing activity after notice of the alleged infringement; or (e) use of outdated versions of the Purchased Software not supported by V-App ((a) through (e), collectively, “Excluded Matters”). If a Claim arises or appears likely, V-App may modify or replace the affected Purchased Software to make it non-infringing or, if neither is feasible, terminate the Customer’s license and refund a pro rata portion of the fees paid. These obligations are the Customer’s sole remedy and V-App’s entire liability for Claims. The Customer will defend and indemnify V-App against any third-party claims arising from Excluded Matters or Customer Extensions and will cover all damages awarded against V-App. Each party’s defense and indemnity obligations are contingent upon the indemnified party (x) promptly notifying the other party of the claim; (y) providing reasonable cooperation in the defense and negotiations; and (z) giving the indemnifying party sole control of the defense and settlement, with the indemnified party having the right to participate at its own expense, and the indemnifying party not agreeing to any settlement imposing material obligations without the indemnified party’s consent (which will not be unreasonably withheld or delayed).

12. CONFIDENTIAL INFORMATION.

12.1 Confidential Information. Confidential Information” refers to any technical or business information, ideas, materials, know-how, or other subject matter disclosed by one party (the “Discloser”) to the other party (the “Recipient”) that: (a) if disclosed in writing, is labeled as “confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure and then summarized in writing within 30 days; or (c) under the circumstances, a reasonable person would recognize as confidential or proprietary.

12.2 Use and Disclosure Restrictions. The Recipient agrees to: (a) keep Confidential Information strictly confidential; (b) not disclose Confidential Information to third parties; and (c) use Confidential Information solely to exercise its rights or fulfill its obligations under this Agreement. The Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information, but with no less than reasonable care. The Recipient may share Confidential Information with its directors, officers, employees, and subcontractors (collectively, “Representatives”) who need to know this information and who are bound by terms equally protective as those in this section 12. The Recipient’s obligations under this section will remain in effect for three years from the date of the last disclosure. 

12.3 Exclusions. The Recipient’s obligations under section 12.2 will not apply to any Confidential Information that: (a) is or becomes publicly known through no fault of the Recipient (or its Representatives, Affiliates, or agents); (b) was known to or lawfully in the possession of the Recipient prior to receipt, without restrictions on its use or disclosure; (c) is rightfully obtained by the Recipient from a third party who is authorized to disclose it and provides it without restrictions; or (d) is independently developed by the Recipient without using or referring to any Confidential Information. 

12.4 Required Disclosures. Section 12.2 does not restrict the Recipient from disclosing Confidential Information as required by law enforcement agencies, regulators, or a court or administrative agency of competent jurisdiction. When permissible by law, the Recipient will make reasonable efforts to give the Discloser advance notice of any required disclosure to allow the Discloser to prevent or limit the disclosure. 

12.5 Return or Destruction of Confidential Information. Upon termination of this Agreement or support and maintenance, the Recipient will, at the Discloser’s option, promptly return or destroy all tangible items containing Confidential Information and provide written certification of this destruction or return by an authorized person. 

12.6 Injunctive Relief. Due to the unique nature of the Confidential Information, the Recipient agrees that unauthorized disclosure or use will cause irreparable harm and significant injury to the Discloser, for which there is no adequate legal remedy. Therefore, in addition to other available remedies, the Discloser has the right to seek an immediate injunction and other equitable relief to prevent any breach or threatened breach of this section 12, without needing to post any bond or security. The Recipient will immediately notify the Discloser in writing if it becomes aware of any breach or threatened breach. 

13. TERM. This Agreement begins upon V-App’s initial delivery of the Software and remains effective until the expiration of the relevant Software license term, unless terminated earlier as outlined in section 14 (“Termination”). Termination of a specific license term does not impact the duration of any other licenses for other V-App products and services purchased by the Customer. Additionally, terminating a Content Subscription does not affect the base license term for the Software purchased by the Customer.

13.1 Purchased Software, etc. Unless otherwise stated in the Order, the Term for Purchased Software, Free Software, V-App Subscriptions, and V-App Tools will continue indefinitely until terminated as specified in section 14. If the Order specifies a Term of a fixed duration, the relevant licenses granted to the Customer will automatically terminate at the end of this period. Upon expiration of any Term, the related Software will cease to function automatically. 

13.2 Evaluation Software. The Term for Evaluation Software will be indicated in the Order or with the license key. If no term is specified, the Term for Evaluation Software is 30 days from the license key delivery date. Any license keys provided for Evaluation Software will automatically expire, rendering the Evaluation Software non-operational at the end of the Term. If the Customer wishes to continue using the Evaluation Software beyond the Term, a license for the Software must be purchased. 

14. TERMINATION.

14.1 Termination Rights. Either party has the right to terminate this Agreement by providing written notice to the other party in the event of a significant breach of this Agreement that remains uncured for 30 days after receipt of the notice. Additionally, V-App may immediately terminate this Agreement (in whole or in part) by written notice to Customer: (a) if Customer materially breaches section 2, or (b) as specified in section 5. V-App also reserves the right to terminate Customer’s license to any Evaluation Software at any time with or without cause by notifying Customer. 

14.2 Effect of Termination. Upon expiration or termination of this Agreement, all rights and licenses granted to Customer will automatically cease. Customer agrees to promptly: (a) discontinue use of the V-App Materials, (b) return or destroy all copies of the V-App Materials and other V-App Confidential Information within its possession or control, and (c) provide written certification of the completion of such return or destruction as per section 12.5. Following termination of this Agreement, V-App is not obligated to refund any Fees or other amounts received from Customer during the Term. Unless otherwise specified in this Agreement, Customer remains liable to pay all Fees due under any Order, even in case of early termination. Sections 1 (Definitions), 4 (Ownership), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnity), 12 (Confidential Information), 14 (Termination), and sections 15 (Export) through 21 (General) will survive any expiration or termination of this Agreement. 

15. EXPORT. Customer agrees to comply fully with all applicable export laws and regulations of the United States and any other country (“Export Laws”) where Customer utilizes any V-App Materials. Customer certifies that it is not listed on any U.S. government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. Furthermore, Customer certifies that it will not export, re-export, ship, transfer, or otherwise use the V-App Materials in any country subject to U.S. embargoes or sanctions. Customer also agrees not to use the V-App Materials for any purposes prohibited by Export Laws, including activities related to nuclear, chemical, missile, or biological weapons.

16. GOVERNMENT END USER RIGHTS. Customer acknowledges that all V-App Materials were developed solely at private expense and not under any government contract. Customer agrees that all V-App Materials and their derivatives are considered “Commercial Items.” If Customer is a government entity, then the use, duplication, reproduction, release, modification, disclosure, or transfer of these commercial products and data is restricted.

17. PUBLICITY. Customer consents to V-App publishing a brief description of Customer’s deployment of the Software and identifying Customer as a V-App customer on V-App’s websites, client lists, press releases, and other marketing materials.

18. THIRD PARTY CONTENT DISCLAIMER. Certain Extensions and other materials or services available for download or access on the V-App website are developed or provided by third parties (“Third-Party Content”). V-App provides Third-Party Content for download as a convenience, but does not control or endorse it, nor is V-App responsible for its accuracy, integrity, quality, legality, usefulness, or safety. Some Third-Party Content may be inaccurate, nonfunctional, infringing, or hazardous. This Agreement and V-App’s platforms do not constitute a representation or warranty by V-App regarding any Third-Party Content, even if specific Third-Party Content is labeled as “certified” or “validated” for use with the Software. V-App is not obligated to monitor Third-Party Content and reserves the right to block or disable access to it at any time. Customer’s use of Third-Party Content is at its own risk and may be subject to additional terms, conditions, and policies of the Third-Party Content providers (such as license terms, terms of service, or privacy policies).

19. AUTHORIZED PARTNERS. If Customer obtained the Software through an authorized reseller, partner, or OEM of V-App (“Authorized Partner”), then the following applies: (a) Customer’s use of the Software is governed by any additional terms in the agreement provided by the Authorized Partner (“Partner Agreement”); (b) Customer agrees to pay the Authorized Partner the Fees and other applicable charges, with no direct payment obligations to V-App for this Software; (c) the Partner Agreement is solely between Customer and the Authorized Partner and does not bind V-App; and (d) V-App may terminate this Agreement (including Customer’s right to use the Software) if V-App does not receive payment from the Authorized Partner for Customer’s use of the Software, or if Customer breaches any terms of this Agreement. If the warranty and support terms in the Partner Agreement differ from those in this Agreement, those differing terms apply solely between Customer and the Authorized Partner, and V-App has no obligations to Customer regarding those terms. In the event of any conflict between this Agreement and the Partner Agreement, this Agreement prevails between V-App and Customer.

20. CHOICE OF LAW AND DISPUTES. Unless Customer is a governmental entity, this Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods, which are expressly excluded. Any legal action or proceeding arising under this Agreement shall be exclusively brought in the federal or state courts located in Catania, Italy. The parties consent to personal jurisdiction and venue in such courts, except that V-App may seek injunctive relief in any court of competent jurisdiction to prevent improper or unauthorized use or disclosure of any V-App Materials.

21. GENERAL.

21.1 Purchase Order. Customer’s issuance of a purchase order constitutes acceptance of this Agreement, notwithstanding any conflicting terms in the purchase order. V-App expressly rejects any terms and conditions in Customer’s purchase order that differ from those in this Agreement. No different or additional terms and conditions will become part of the agreement between the parties, regardless of any subsequent acknowledgment, invoice, or license key issued by V-App. 

21.2 Notices. All notices required or permitted under this Agreement shall be in writing and delivered in person, by overnight delivery service, or by registered or certified mail with postage prepaid and return receipt requested. Notices shall be deemed received upon actual receipt. Communications shall be sent to the addresses specified in the applicable Order or to another address as notified in accordance with this section. 

21.3 Assignment. Customer may not assign, delegate, or transfer this Agreement, in whole or in part, without the prior written consent of V-App. V-App may assign this Agreement, in whole or in part, to an Affiliate or in connection with an internal reorganization, merger, acquisition, or sale of assets. Any attempt to assign this Agreement contrary to these provisions shall be null and void. This Agreement shall bind and inure to the benefit of the parties’ successors and permitted assigns. 

21.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including labor disputes, war, acts of terror, riot, acts of God, or governmental actions. 

21.5 Rights and Remedies. Except as expressly stated otherwise in this Agreement, the rights and remedies provided to either party herein are cumulative and in addition to any other rights and remedies available under law or equity. 

21.6 Waiver; Severability. Any waiver by either party of a breach or default under this Agreement shall be effective only if in writing. The failure to enforce any provision of this Agreement shall not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the affected provision shall be construed to the maximum extent enforceable under applicable law. 

21.7 Integration; Entire Agreement. This Agreement, including any additional terms incorporated by reference such as Orders and Exhibits, constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements, communications, or understandings, whether written or oral. Any waiver, modification, or amendment of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any terms and conditions in quotes, purchase orders, acceptances, invoices, or similar documents from either party purporting to modify this Agreement shall be disregarded unless expressly agreed to in writing by the parties. 

   

EXHIBIT A 

DEFINITIONS 

1. Affiliate: In relation to a party, an entity such as a corporation or partnership that controls, is controlled by, or is under common control with the party. This control exists when there is direct or indirect ownership of more than fifty percent (50%) of the voting rights in the entity, or equivalent rights in the case of a noncorporate entity. 

2. Authorized Partner: As defined in section 19 of this Agreement. 

3. Claim: As defined in section 11 of this Agreement. 

4. Confidential Information: As defined in section 12.1 of this Agreement. 

5. Content Subscription: The entitlement for Customer to receive periodic content relevant to the Purchased Software (such as models, rules, and configurations as detailed in the applicable end user documentation) throughout the subscription period. Content Subscriptions are acquired additionally to the license for Purchased Software identified in the Order. 

6. Delivery: The date when V-App first delivers the license key for the relevant Software or otherwise makes the Software accessible for download by Customer. 

7. Disabled Materials: Specific materials (including programs, modules, components, functionality, features, documentation, content, or other materials) within the Software that are disabled or concealed within Customer’s environment due to either: (a) lack of the requisite license or license key, or (b) non-payment of applicable Fees for those materials. 

8. Enhancements: Any updates, upgrades, releases, fixes, improvements, or modifications to the Purchased Software that V-App generally makes commercially available to its support customers, under the terms specified in Exhibit C. 

9. Evaluation Software: Software specified in an Order provided under an evaluation license or a free trial license. 

10. Excluded Matters: As defined in section 11 of this Agreement. 

11. Extension: Any separately downloadable suite, configuration file, add-on, technical add-on, example module, command, function, playbook, content, or application that extends the features or functionality of the relevant Software. 

12. Feedback: All suggestions, recommendations, comments, opinions, code, input, ideas, reports, information, know-how, or other feedback provided by Customer (whether in oral, electronic, or written form) to V-App concerning V-App Materials. Feedback excludes any data, results, or output created or generated by Customer using the Software, unless specifically submitted or communicated by Customer to V-App as part of the Feedback. 

13. Free Software: Software specified in an Order without charge (excluding Evaluation Software). 

14. Government: An agency, department, or instrumentality of the United States government. 

15. Intellectual Property Rights: All rights including patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights, whether registered or unregistered. 

16. Internal Business Purpose: Customer’s use of the Software solely for its internal business operations on its own systems, networks, and devices with its own data. This excludes use on a service bureau basis or to provide services to, or process data for, any third party. 

17. Licensed Capacity: The maximum usage permitted under the license type specified in an Order for the Software (e.g., daily volume of data indexed, based on source types, number of Nodes, monitored accounts, users, storage capacity, search and compute units, etc.). The Licensed Capacity for each Purchased Software is detailed in Exhibit B. 

18. License Fees: All fees payable for licenses as listed in an Order. 

19. Open Source Software: Software distributed under open source licenses, including but not limited to licenses approved by the Open Source Initiative such as the GNU General Public License, GNU Lesser General Public License, Apache License, Mozilla Public License, BSD License, MIT License, Common Public License, or their derivatives. 

20. Order: V-App’s quotation, statement of work, or ordering document (including online order forms) accepted by Customer via its purchase order or other ordering document submitted to V-App (directly or through an Authorized Partner). The Order references the products, services, pricing, and other relevant terms. 

21. Party’s Entities: Affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors of a party. 

22. Professional Services: As defined in section 7 of this Agreement. 

23. Purchased Software: Software licensed to Customer for which Customer has paid a License Fee to V-App, directly or through an Authorized Partner. 

24. Service Providers: As defined in section 3 of this Agreement. 

25. Software: The software products specified in an Order and any Enhancements subsequently made available to Customer by V-App. 

26. V-App Website: V-App’s online platform for Extensions, currently accessible at https://www.v-app.io and any successors, replacements, new versions, derivatives, updates, upgrades, or other similar platforms owned or controlled by V-App. 

27. V-App Developer Tools: Standard application programming interfaces (APIs), configurations, software development kits (SDKs), libraries, command line interface (CLI) tools, other tooling (including scaffolding and data generation tools), integrated development environment (IDE) plug-ins or extensions, code examples, tutorials, reference guides, and related materials provided by V-App to facilitate the creation of Extensions or support interoperability between the Software and Customer’s systems or environments. 

28. V-App Extensions: Extensions available through the V-App Website identified as published by V-App rather than by third parties. 

29. V-App Materials: Collectively refers to the Software, Software license keys, V-App Developer Tools, V-App Extensions, and related end user documentation. 

30. Support Services: As defined in section 6 of this Agreement. 

31. Term: As defined in section 14 of this Agreement. 

32. Test and Development Software: Software specified in an Order provided under a test and development license. 

33. Third-Party Content: As defined in section 19 of this Agreement. 

34. Virus: Any harmful or malicious code, hidden programs, or data incorporated in the Purchased Software that destroys or impairs the functionality of the Purchased Software. 

  

EXHIBIT B 

LICENSED CAPACITY 

The Licensed Capacity and other license limitations associated with each Purchased Software can be found here : https://www.v-app.io 

EXHIBIT C 

SUPPORT AND MAINTENANCE TERMS AND CONDITIONS 

Customer acknowledges and agrees that the following terms and conditions (“Support Terms”) govern the provision of any support or maintenance services (“Support”) by V-App, as listed in an Order executed under the Software License Agreement (“Agreement”) to which these Support Terms are attached. By ordering any Support from V-App or an Authorized Partner, Customer indicates acceptance of these Support Terms, subject to Customer’s termination rights as stated in the Agreement. These Support Terms become effective upon receipt and confirmation of acceptance of Customer’s purchase order by V-App or an Authorized Partner.

1. DEFINITIONS. Unless otherwise defined in these Support Terms, capitalized terms have the meanings ascribed to them in the Agreement.

2. SUPPORT AND MAINTENANCE.

2.1 Services. Upon Customer’s timely payment of the annual Support fees specified in the Order (“Support Fees”), V-App will provide the Support level detailed in the Order, in accordance with these Support Terms. No other maintenance or support for the Software is included. 

2.2 Support Fees. Support Fees are due as per the Order. V-App will notify Customer electronically or otherwise of the current annual Support Fee for Customer’s Support level upon each term renewal. Support Fees are non-refundable once paid. 

2.3 Exclusions. V-App is not obligated to provide Support for issues arising from any “Licensee-Generated Error,” including but not limited to: (i) unauthorized modifications to the Software; (ii) use of the Software not in compliance with the Agreement or its documentation; (iii) damage to the host machine; (iv) failure to use the Software as specified in the documentation; (v) use of unsupported Software versions (as defined in section 2.6.6); (vi) third-party products not supported by V-App and described in the documentation; or (vii) conflicts related to unsupported hardware, drivers, or software installations. V-App will promptly notify Customer if a support issue falls under a Licensee-Generated Error. Upon mutual agreement in writing, V-App may charge Customer at its then-current time and materials rates for addressing such issues. 

2.5 Restrictions. Support is provided in English unless localized support is available in Customer’s region. 

2.6 Support Descriptions. 

2.6.1 V-App Support. Customer’s Order specifies the Support level purchased for the applicable Purchased Software. Various support programs and levels are detailed at https://www.v-app.io. Support cases are prioritized according to levels outlined in the Support Programs. Customer selects the initial response priority when logging a case online, subject to adjustment by V-App if the issue does not meet selected criteria. V-App will notify Customer (electronically or otherwise) of any such changes. 

2.6.2 Authorized Support Contacts. Support is provided exclusively to designated individuals (“Support Contacts”) identified by Customer. V-App recommends that Support Contacts undergo training specific to the Purchased Software. The number of Support Contacts permitted under a Support Program is determined by Customer’s license entitlement type and scale. Customer must provide primary email addresses and V-App.io login IDs for all Support Contacts. 

2.6.3 Defect Resolution. If V-App confirms a defect in the Purchased Software, it may (a) rectify the defect in the Software version, (b) instruct Customer to install a later Software version addressing the defect, or (c) offer a workaround instead of direct resolution. 

2.6.4 Support Hours. Support is provided via telephone, email and web portal. Support will be delivered by a member of V-App’s technical support team during the regional hours of operation listed in the Support Programs. 

2.6.5 Customer’s Obligation to Assist. Upon reporting a purported defect, Customer may be required by V-App to supply: (a) general operating environment details, (b) hardware specifications, operating systems, and network configurations, (c) reproducible test scenarios, and (d) logs, traces, and system files. Failure to furnish this information or participate in a screen-sharing session may impede defect identification and resolution, potentially extending resolution times. 

2.6.6 Software Upgrades and Software Support Policy. V-App supplies updates, upgrades, maintenance releases, and reset keys exclusively to Support customers per its Support Policy, outlined at https://www.v-app.io. 

2.6.7 Changes in Support and Software. Subject to the Support Policy, V-App reserves the right to discontinue manufacturing, developing, distributing, or providing Support for any Software at its discretion. However, V-App commits to continuing Support for the Software during the current Support Term, per section 3 terms. V-App will notify Customer in writing 30 days before any significant Support changes.

3. TERM AND TERMINATION.

3.1 Term. These Support Terms commence upon Delivery and extend for one year (or for the purchased term if different) (the “Initial Term”), unless terminated earlier as per the Agreement. If Support is acquired through an Authorized Partner, Customer must notify the Partner. Support must cover all licenses for a specific Software product. If Support lapses, Customer can reinstate it by submitting a purchase order covering the lapsed period plus a reinstatement fee. 

3.2 Termination. Either party may terminate these Support Terms by written notice to the other party in the event of a material breach and does not cure the breach within 30 days of receiving notice of the breach. If Customer terminates the Agreement for V-App’s uncured material breach of these Terms and Conditions, then V-App will refund any unused prepaid fees to Customer as Customer’s sole and exclusive remedy.  

 

V-App Software License Agreement 01.01.2024